Exhibit 10.55


             AGREEMENT BETWEEN EDUCATIONAL VIDEO CONFERENCING, INC.
           AND AMERICAN ACADEMEY OF PROFESSIONAL CODERS, INC. FOR THE
               OFFERING OF INTERACTIVE VIDEO CONFERENCED COURSES




                               W I T N E S S E T H
                               -------------------

          AGREEMENT made this 1st day of June 2000,  between American Academy of
Professional  Coders,  Inc. with offices located at, 309 West 700th South,  Salt
Lake City, Utah 84101 (hereinafter referred to as "AAPC"), and Educational Video
Conferencing Inc.,  (hereinafter "EVCI"), with offices located at 35 East Grassy
Sprain Road, Suite 204, Yonkers, New York 10710.

          WHEREAS,  AAPC  is a  Utah  corporation  engaged  in the  business  of
offering  non-technical  and technical  programs and  certifications  along with
non-credit courses and \ or programs, and,

          WHEREAS,  EVCI is a Delaware  corporation  engaged in the  business of
providing  access to such courses both to  corporations  and consumers by way of
synchronous  and  interactive  video  conferencing  and  asynchronous   distance
learning,

          WHEREAS,  AAPC  and  EVCI  wish to enter  into a  mutually  beneficial
agreement whereby EVCI will provide to such businesses and consumers,  access to
AAPC courses and programs.

          WHEREAS,  AAPC will enhance their own delivery  mechanism to their own
client base by using the EVCI technology platform,

          WHEREAS,  both  companies  will  co-market  each  other's  service  as
described herein,

          NOW,  THEREFORE in  consideration  the mutual  promises and  covenants
contained herein, the parties hereby agree as follows:

       1. a.) EVCI shall have the right,  for the duration of this agreement and
any renewal hereof,  to offer all training  programs,  certificate  programs and
courses  offered by AAPC,  except as provided for herein,  via  synchronous  and
asynchronous  Interactive Distance Learning  (hereinafter "IDL") commencing upon
the  execution of this  agreement.  AAPC shall have the right to co-market  EVCI
programs to their clients interested in receiving EVCI college and \ or training
programs that are not in conflict with AAPC offerings  under the terms contained
herein.  To avoid  misunderstanding  AAPC shall identify any client to whom they
intend to  co-market  EVCI  programs  prior to any  contact  thereof  and secure
written authority from EVCI to proceed.

            b.) For the purposes of this agreement,  IDL shall be defined as two
way  interactive   distance  learning  delivered  over  video  equipped  desktop
computers,  video conferencing or video  conferencing room systems,  as the case
may be, in which the student can see and hear the  professor/instructor  and the
professor/instructor  can see and hear the  individual  student.  IDL also shall
include one-way video, two-way audio distance learning and asynchronous delivery
systems.


<PAGE>



            c.) Unless AAPC and EVCI agree  otherwise  in  writing,  the minimum
class size for the offering of an IDL course shall be ten (10)  students or less
providing that the class generates a minimum of $5,500 gross revenue per day.

        2.  EVCI  will  make  available,   all  hardware  software,   and  video
conferencing  equipment  (collectively  referred to as "equipment") necessary to
provide  access  for AAPC  courses  to EVCI IDL  students.  Students  taking IDL
courses on desktop  computers must have computers capable of being video enabled
and  function  as IDL  desktop  systems  over  the  EVCI  network.  The  parties
acknowledge  that  it is the  primary  goal of EVCI  to  solicit  students  from
corporations,  governmental agencies,  institutions (hereinafter  "Institutional
Employers")  and  through  consumer  channels.  EVCI shall  address  all student
equipment issues with the Institutional Employers and their employees as well as
student  equipment issues arising from the consumer market.  In any event,  AAPC
shall  not be  responsible  for the  cost of any  equipment  whatsoever  at EVCI
Institutional  Employers'  locations  and/or  EVCI  student's  homes  except  as
containing  herein.  Such  equipment  will be supplied based on student and \ or
"Institutional Employer" commitment to a minimum amount of courses and tuition's
as set forth in individual agreements with the "Institutional Employers." In the
event  that  AAPC  deploys  EVCI  equipment  to  their  clients,  AAPC  shall be
responsible to pay for all equipment.  Equipment  deployed by AAPC must meet the
standards set by EVCI in-order to function on the EVCI network.  EVCI assumes no
responsibility for equipment that does not meet its specs.

        3.  EVCI is  responsible  for  costs  for  marketing,  advertising,  and
promotion  regarding  EVCI's  offering of access to AAPC  courses.  AAPC will be
responsible for all costs for marketing,  advertising,  and promotion  regarding
EVCI's offering to established AAPC clients.  Unless otherwise agreed, AAPC will
provide  100  brochures,   catalogues,  course  schedules,  program  and  course
descriptions,  posters,  etc., to EVCI for  distribution  to employees of EVCI's
corporate,  governmental and  institutional  clients promoting the AAPC programs
and courses offered through EVCI. AAPC will provide such promotional information
and  course  schedules  on  computer  disc  to  enable  EVCI  to  reproduce  the
information for marketing and enrollment  purposes including  publication on the
EVCI web site.

        4. EVCI  shall  provide  teaching  facilities  for AAPC  teachers.  Said
facilities  shall be located in  Yonkers,  New York or such  other  location  as
determined  by EVCI.  AAPC  shall be  responsible  to insure  that all  teaching
assignments  are  properly  scheduled  and  appropriately  staffed  to meet  the
requirements for all classes and programs  offered.  In the event that AAPC does
not  provide a  qualified  teacher  for a  scheduled  class then AAPC  agrees to
indemnify and hold EVCI harmless for any liability arising thereof.

        5.  AAPC  is  responsible  for  all   communication   charges  from  the
originating teacher station to the MCU Bridge.  EVCI assumes  responsibility for
cost in obtaining,  providing, or paying for telecommunication  signal transport
for video conferenced  courses from the MCU Bridge to corporate locations and/or
students homes.

        6. All  software  solutions  remain the sole and  exclusive  property of
EVCI,  including,  but  not  limited  to any  and all  patents,  copyrights  and
trademarks,  if any,  associated  therewith.  All classroom,  course and program
materials or other information supplied by AAPC, and all rights and interests in
said materials will remain the sole and exclusive property of AAPC.

        7. EVCI will provide reasonably prompt service for repair or replacement
of defective interactive video conferencing equipment and software as necessary.

                                       2

<PAGE>

        8. Neither party shall utilize the other's name or any associated names,
trademarks,  copyrights,  etc.,  without prior written consent.  Such permission
shall not be unreasonably denied for marketing and sales purposes.

        9. a.) EVCI will provide faculty  development to AAPC faculty reasonably
required for the offering of AAPC courses through EVCI as follows:  one- two day
training course will be supplied as part of this agreement.  Additional training
courses will be billed at $2,200 per two-day session plus expenses.

            b.) AAPC shall be  responsible  for  obtaining  the  services of all
faculty participating in courses offered through EVCI, including but not limited
to  paying   faculty's   salary  and  benefits  (if  any)  and  verification  of
qualifications.   EVCI  assumes  no  responsibility  for  any  costs  associated
therewith.

        10. EVCI is solely  responsible  to provide  site  locations  for IVC/DL
students to  participate  in AAPC courses.  AAPC assumes no  responsibility  for
obtaining or  maintaining  said sites for EVCI students or for any rent or other
costs associated therewith.

        11. EVCI is not  responsible for  curriculum,  course  content,  faculty
qualifications,  course materials or any other aspect of the academic content of
any courses  offered  hereunder.  However,  AAPC agrees to be  receptive  to and
consider  EVCI  input as to course  content  presentation  and  delivery  of IDL
courses consistent with required academic standards.

        12.  EVCI  agrees  to make  every  reasonable  effort  to  maintain  its
equipment in good working order. However, EVCI is not responsible for service or
repair delays or interruption of service caused by strikes, labor actions, power
outages (other than those limited to site locations alone), acts of God or other
matters beyond EVCI's control.

        13. AAPC hereby  acknowledges that the IDL programs marketed by EVCI are
targeted toward Corporate training  departments.  AAPC therefore agrees to offer
IVC/DL courses at dates and times  appropriate  to the target market,  including
the hours of 8:00 a.m.  to 11:00  p.m.,  seven days per week,  and at such other
times  requested  by EVCI based upon EVCI's  Institutional  Employers  and their
employees needs.

        14. The parties  hereby  acknowledge  that this agreement is intended by
the parties to  facilitate  the offering of training  courses,  or other similar
courses of study.

        15. Administrative Functions

            a.) AAPC  shall  be  responsible  for all of its own  administrative
functions, if any, associated with the offering of IDL courses through EVCI.

            b.) AAPC will provide to EVCI all  necessary  administrative  forms,
applications,  written  instructions,  catalogues,  etc. in advance of marketing
courses to any organization. It is understood by the parties that EVCI is merely
a conduit and assumes no liability  whatever for the accuracy or  correctness of
the  information  in said  forms  provided  by AAPC or for  return of any of the
aforesaid documents to AAPC.

        16. If AAPC desires to  co-market  EVCI  programs to its  clients,  with
EVCI,  then AAPC shall  identify the client (AAPC client) to whom they intend to
market EVCI programs prior to any contact  thereof and secure written  authority
from EVCI to proceed. If EVCI wishes to proceed, EVCI shall so


notify AAPC and assign a salesperson to work with AAPC. If EVCI is able to enter
into a contract with said AAPC client,  then EVCI shall pay AAPC a commission as
set forth in paragraph 17 below.

                                       3


<PAGE>

        17. Fees, Payments and Tuition

The following  structure  will be the  financial  basis  for the  entire
            agreement:

        a.) AAPC will pay for all equipment  deployed at their client locations.
        b.) AAPC  shall pay to EVCI  [*]percent  of the gross  tuition  actually
            collected by AAPC for its courses delivered over the EVCI network to
            EVCI  clients.  Payment to EVCI shall be within 30 days after actual
            collection   thereof.   Said  payments   shall  commence  the  month
            immediately following the collection of any such tuition by AAPC. In
            the event that EVCI  collects  course  tuition  from its clients for
            AAPC  courses,  EVCI  will  promptly  pay  AAPC  as  stated  in this
            paragraph.
        c.) EVCI will  license  its network to AAPC so that AAPC will be enabled
            to deliver its programs  directly to its own clients.  The licensing
            fees for network  services are as follows:  Based on increments of 3
            seats


                Equipment, Software, TeleCo (24/7) Point to point usage
                5 year contract [*] per seat per month
                3 year contract [*] per seat per month

        Point to multi-point

                        [*] per port (one time charge)
                        plus [*] per hour based on actual usage
                        includes   all   multi-point    usage   fees
                        including scheduling, monitoring, help desk,
                        software upgrades etc.

         d.) In addition to the direct and operating cost as stated in paragraph
             above,  AAPC  shall  pay to  EVCI  [ * ]  royalty  on  all  revenue
             generated  through the  delivery of AAPC  programs to AAPC  clients
             when using the EVCI network.
         e.) In the  event  that  EVCI  enters  into a  contract  to  offer  its
             programming  to an  AAPC  client,  EVCI  will  be  responsible  for
             communications  charges  from the MCU bridge to the client and give
             AAPC a [ * ] commission on all EVCI revenue from tuitions  actually
             collected  as a result  of AAPC  efforts  on behalf of EVCI to AAPC
             clients.  All other AAPC charges as stated herein remain in effect.
         f.) EVCI shall have the right,  on a semi-annual  basis, to examine the
             books  and  records  of AAPC,  pertaining  to all  students  taking
             courses  through EVCI, in order to audit any accounts due and owing
             the  respective  parties.  AAPC  shall have the right to audit EVCI
             accounts  for students  taking AAPC courses on the same basis.

         g.) Commencing with the start of the first classes enabled by EVCI, and
             continuing each month thereafter, AAPC will supply EVCI with a list
             of all students who have  registered for courses  through EVCI. The
             said list to  include,  each  student's  name,  address,  telephone
             number, social security number,  registration,  and payment status.
             EVCI shall  provide to AAPC  updated  information  relating to AAPC
             students each month.

        18.  AAPC  's  Public  Relations   Department  will  provide  reasonable
cooperation with EVCI in promoting  EVCI/AAPC corporate training program and the
IDL courses offered through EVCI.

        19. AAPC shall  maintain  content  control  over all courses and will be
receptive to EVCI input as to IVC/DL presentation.

                                       4

[*] Confidential Portion

<PAGE>

        20. Both companies will assign at least one person who at all times will
act as liaison between AAPC and EVCI.

                  For EVCI:

                           Vice President of Sales
                           Educational Video Conferencing, Inc.
                           35 East Grassy Sprain Road
                           Yonkers, NY 10710
                           (914) 787-3544

                  For AAPC:





Official notices  regarding this agreement or the general  relationship  between
EVCI and AAPC should be directed to:

                  For EVCI:
                           Dr. Arol Buntzman
                           CEO
                           Educational Video Conferencing, Inc.
                           35 East Grassy Sprain Rd.
                           Yonkers, NY  10710
                           (914)-787-3515

                  For AAPC:




        21. Term of Agreement

            a.) The basic term of this agreement shall be THREE (3) YEARS.

            b.) The parties  hereby  acknowledge  the necessity for allowing IDL
students continuity and ongoing access to courses and programs, so long as there
is adequate registration for the course to begin.

            c.) In light of the  foregoing,  the parties  agree that  commencing
January  1,  2000  and  every  January  1st  thereafter,  this  agreement  shall
automatically be extended for an additional  period of ONE (1) YEAR,  subject to
the conditions hereinafter contained.

            d.)  In  the  event  that  either   party   should   desire  not  to
automatically extend this agreement, then and in that event, such party shall so
notify the other in writing,  by Certified Mail,  Return Receipt  Requested,  no
later than April 1 of any given  year,  after  which the  agreement  will not be
extended for an additional  ONE (1) YEAR,  but will have only the three years of
the existing term remaining.


                                       5

<PAGE>


            e.) EVCI shall make all  reasonable  efforts to meet its  obligation
under this  agreement  to provide  high  quality  delivery  and access of AAPC's
courses offered through EVCI. If at any time after the second  anniversary  date
of the  execution  of this  agreement,  EVCI has failed to meet its  obligations
under the contract, then and in that event only, AAPC may:

            i.     provide  EVCI with  written  notice (the  "Default   Notice")
                   specifying  the manner in which EVCI is in default  under the
                   contract;

            ii.    EVCI shall have six months from receipt of the Default Notice
                   to cure the default;

            iii.   if at the end of such period EVCI has not cured the  default,
                   then this  agreement  shall  terminate at the end of the then
                   current   session   or  if  classes   are  not  in   session,
                   immediately.

            e.) Any dispute  which may arise  between the parties in  connection
with whether the deficiencies  identified in the default notices are breaches of
EVCI's obligations under this contract,  or in the event that EVCI contends that
it has cured  such  deficiencies  as set forth in the  default  notice  and AAPC
contends it has not, shall be arbitrated under the commercial  arbitration rules
of the American  Arbitration  Association.  The award rendered  therein shall be
final and  binding  between  the parties and may be entered as a judgment in any
court of  competent  jurisdiction.  The sole  questions  to be  presented to the
arbitrator shall be whether those matters identified as decencies in the Default
Notice are in fact a breach of this  agreement  and if they were,  then were the
deficiencies  cured.  The arbitrator  shall be chosen from a list of persons who
have substantial experience in the distance learning field.

        22.  AAPC  shall have the right to offer  courses  via IDL on its own to
others who are not under contract with EVCI. In such event,  EVCI shall not have
any obligation to market, provide any services or equipment,  or incur any costs
in connection  with such  offerings  unless AAPC abides by the network  services
section of the agreement.  In no event shall EVCI's equipment or network be used
without a payment and licensing fee schedule agreed by EVCI prior thereto as set
forth in sections 16d,e, f.

        23.  AAPC  agrees  that,  for the  duration  of this  agreement  and any
extensions hereof, as well as for a period of ONE (1) YEAR immediately following
any  termination  or  expiration  thereof,  AAPC  will not  independently  video
conference or computer conference its courses or programs under this contract to
EVCI students, clients or their employees.

        24. The parties agree that  disclosure of the terms of this agreement to
others will cause EVCI  irreparable  damage to its business.  The parties agree,
therefore,  that AAPC shall not  disclose the terms of this  agreement  with the
prior written permission of EVCI.

        25. It is expressly  agreed and  understood  that neither party shall be
liable  for  incidental,  special  or  consequential  damages  for any breach or
violation of this agreement.

        26. This document  constitutes the entire agreement between the parties,
and any other agreements or  representations,  whether verbal or written, if not
contained herein, are void, of no effect, and are not binding upon the parties.

        27. No valid  modification,  amendment,  or deletion may be made to this
agreement  except in writing and  executed by the parties in  substantially  the
same manner as this agreement.

        28. Any and all notices  required  hereunder shall be by Certified Mail,
Return Receipt Requested, to each party's last known address and shall be deemed
given at the time of mailing.

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<PAGE>

        29. If any portion of this agreement shall be found to be void, voidable
or  unenforceable,  it shall not effect the  validity  of the  remainder  of the
agreement.

        30. This agreement  shall be binding on the respective  parties'  heirs,
successors, and assigns.

        31.  The  parties  agree  that any  disputes  or  disagreements  arising
hereunder  or in  connection  herewith  shall be settled by binding  arbitration
before the American  Arbitration  Association at their offices  located in White
Plains, New York, and that any judgment awarded thereunder may be entered in any
court of appropriate jurisdiction, and will have full force and effect therein.

        32. This agreement  shall be construed in accordance  with, and governed
by, the laws of the State of New York.


        In witness  whereof the parties  have  hereunto set their hands and seal
the date first appearing above.

American Academy of Professional Coders, Inc.


By:/s/ Lan C. England
   --------------------
        President



EDUCATIONAL VIDEO CONFERENCING, INC.


By:/s/ Dr. John J. McGrath
   ----------------------------
    Dr. John McGrath
    CEO

                                       7

<PAGE>


                 FIRST ADDENDUM TO AGREEMENT BETWEEN EDUCATIONAL
                  VIDEO CONRERENCING, AND THE AMERICAN ACADEMY
             OF PROFESSIONAL CODERS FOR THE OFFERING OF INTERACTIVE
                           VIDEO CONFERENCED COURSES


Dated May 19, 2000


1.   EVCI shall have the  right,  for the  duration  of this  agreement  and any
     renewal hereof,  to offer the following  educational  training programs and
     courses offered by AAPC:  Professional  Medical Coding  Curriculum,  CPC or
     CPC-H examination  review classes,  and various  specialty  workshops to be
     jointly determined between EVCI and AAPC. This training may be provided for
     herein,  via synchronous and  asynchronous  Interactive  Distance  Learning
     (hereinafter "IDL") commencing upon the execution of this agreement.



American Academy of Professional Coders

By: Lan C. England
   ------------------------------------





Educational Video Conferencing, Inc.

By: Dr. John J. McGrath
   ---------------------------------